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LTC PROPERTIES INC

For the period ended Dec 31, 2024. Filed Feb 24, 2025.

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FY2024 · Filed Feb 24, 2025

LTC$44.98+0.5%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

Compensatory Arrangements of Certain Officers

On February 19, 2025, our company entered into a side letter (the “Side Letter”) with Wendy Simpson to reduce her annual base salary from $860,000 to $500,000 beginning calendar year 2025. The reduction was made in recognition of the change in Ms. Simpson’s position with our company from Chief Executive Officer to Executive Chairman effective December 31, 2024. There were no other material revisions to Ms. Simpson’s compensation arrangement with our company as set forth in her continuing 2014 Executive Employment Agreement dated November 12, 2014 (the “Simpson Employment Agreement”).

On February 19, 2025, our company also entered into a new employment agreement with Caroline Chikhale (the “Chikhale Employment Agreement”) in recognition of her promotion to the position of Chief Financial Officer effective December 31, 2024. The Chikhale Employment Agreement provides for a 2-year evergreen term and an annual base salary of $450,000. Her base salary may be increased at the discretion of our Board of Directors. Any increase in her base salary will automatically amend the Chikhale Employment Agreement to provide that her annual base salary will not be less than the increased base salary approved by our Board of Directors. During the term of her employment by our company, Ms. Chikhale will devote the time necessary to provide the services reasonably required by our Board of Directors and will not, without the express approval of our Board of Directors, engage for her own account or for the account of any other person or entity, in a business with which we compete. The Chikhale Employment Agreement provides that she shall be eligible to participate in and earn an annual bonus pursuant to the terms of our company’s Annual Cash Bonus and Incentive Plan, and shall be eligible to participate in any incentive stock, option or bonus plan offered by our company to our senior executives, subject to the terms thereof and at the sole discretion of our Board of Directors. The Chikhale Employment Agreement contains additional standard provisions including regarding benefits. Our company’s bonus plans and benefits generally are described in the Compensation Discussion and Analysis section of our definitive proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on April 16, 2024 and in our definitive proxy statement for the 2025 Annual Meeting of Stockholders incorporated by reference in Item 11 of this Annual Report on Form 10-K.

The Chikhale Employment Agreement further provides payments for severance upon termination of employment, including in connection with a change in control. If Ms. Chikhale’s employment is terminated, except for a termination for cause or a voluntary resignation without a good reason, our company has agreed to pay her a lump sum severance equal to two times her base salary, and continue her health insurance benefits at our expense for up to an 18-month period; additionally, all of her stock options and restricted common stock will automatically vest upon such a termination. If – following a change in control – Ms. Chikhale’s employment is terminated, except for a termination for cause or a voluntary resignation without a good reason, and such termination occurs within 24 months following a change in control or in contemplation of a change in control which actually occurs, our company has agreed to pay her a severance payment in cash equal to 200% of her 5-year average annual compensation, and continue her health insurance benefits at our expense for up to an 18-month period; additionally, all of her stock options and restricted common stock will vest upon such a termination within 24 months following a change in control.

The foregoing descriptions of the Simpson Employment Agreement, the Side Letter, and the Chikhale

Employment Agreement are qualified in their entirety by reference to the actual Simpson Employment Agreement Side Letter, and Chikhale Employment Agreement, copies of which are filed as Exhibits 10.9, 10.10, and 10.13, respectively, to this Annual Report on Form 10-K and incorporated herein by reference.

Rule 10b5-1 Plan Elections

During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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